Limited Partner Regulatory Problem definition

Limited Partner Regulatory Problem means that (i) with respect to any Limited Partner, such Limited Partner (or any employee benefit plan that is a constituent of such Limited Partner) would be in material violation of Applicable Law if such Limited Partner were to continue as a Limited Partner of the Fund, (ii) with respect to any Benefit Plan Investor, the Fund’s assets are deemed to include Plan Assets of such Limited Partner, or (iii) with respect to any Limited Partner, the General Partner otherwise agrees in writing, in its sole discretion and at the request of such Limited Partner, that the provisions of Section 6.7 shall apply to such Limited Partner in certain specified circumstances to the same extent as if such Limited Partner had a Limited Partner Regulatory Problem pursuant to clause (i) or (ii) above or that is reasonably likely to result in a “prohibited transaction” under ERISA. “Majority (or other specified percentage) in Interest” means a written resolution of the Investors (other than any BHCA Partners, Affiliated Partners and Defaulting Partners or the equivalent in any other Fund Vehicle) that at the time in question have Commitments and commitments to any Parallel Vehicle aggregating in excess of 50% (or such other specified percentage) of the Commitments and commitments to any Parallel Vehicle of all Investors (other than the Commitments of any BHCA Partners, Affiliated Partners and Defaulting Partners or the equivalent in any other Fund Vehicle); provided, that the foregoing exclusion of BHCA Partners shall not apply to BHCA Interests of any BHCA Partner with respect to any consent, approval or vote concerning the issuance of additional amounts or classes of interests in the Fund senior to the BHCA Interests, the modification of the terms of the Interests that are directly adverse to the BHCA Partners or the dissolution of the Fund (in each case, unless such BHCA Partner has provided prior written notice to the General Partner that the regulations promulgated under the BHCA no longer classify limited partner interests permitted to vote on such matters as non-voting interests).
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Limited Partner Regulatory Problem means that (i) with respect to any Limited Partner, such Limited Partner (or any employee benefit plan that is a constituent of such Limited Partner) would be in material violation of Applicable Law if such Limited Partner were to continue as a Limited Partner of the Fund, (ii) with respect to any Benefit Plan Investor, the Fund’s assets are deemed to include Plan Assets of such Limited Partner, or (iii) with respect to any Limited Partner, the General Partner otherwise agrees in 4 Formulation to be modified in accordance with the General Partner/Key Person structure. writing, in its sole discretion and at the request of such Limited Partner, that the provisions of Section 6.7 shall apply to such Limited Partner in certain specified circumstances to the same extent as if such Limited Partner had a Limited Partner Regulatory Problem pursuant to clause (i) or (ii) above or that is reasonably likely to result in a “prohibited transaction” under ERISA.
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Limited Partner Regulatory Problem means that with respect to any Limited Partner, (i) the Limited Partner (or any employee benefit plan that is a constituent of the Limited Partner) would be in violation of Applicable Law if such Limited Partner were to continue as a Limited Partner, the violation of which would be reasonably likely to have a material adverse effect on such Limited Partner, (ii) as the result of the investment in the Partnership, the trustees or other fiduciaries of the Limited Partner (or any employee benefit plan that is a constituent of the Limited Partner) may reasonably be deemed to have delegated rather than exercised investment discretion over “plan assets” under ERISA to any Person that is not (x) an “investment manager” within the meaning of Section 3(38) of ERISA or (y) a trustee of such “plan assets” and such delegation would be reasonably likely to have a material adverse effect on such Limited Partner, the General Partner or the Partnership, (iii) in the case of a Limited Partner whose assets are deemed to be “plan assets” but which Limited Partner is not a named fiduciary with respect to such plan assets, such Limited Partner may reasonably be deemed to have delegated rather than exercised investment discretion over such plan assets as a result of the investment in the Partnership or (iv) the General Partner otherwise agrees in writing, in its sole discretion and at the request of any Limited Partner, that the provisions of Section 7.8 shall apply to such Limited Partner in certain specified circumstances to the same extent as if such Limited Partner had a Limited Partner Regulatory Problem pursuant to clause (i), (ii) or (iii) above.
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Examples of Limited Partner Regulatory Problem in a sentence

  • The Subscriber agrees that it shall not be entitled to (i) deliver an Opinion of Limited Partner's Counsel to the effect that it has a Limited Partner Regulatory Problem under Section 7.7 of the Partnership Agreement, or (ii) a General Excused Investment under Section 7.13 of the Partnership Agreement, in either case if the Subscriber at any time fails to qualify for an exclusion, an exemption and/or other relief under the Xxxxxxx Rule.

  • The Subscriber agrees that it shall not be entitled to (i) deliver an Opinion of Limited Partner’s Counsel to the effect that it has a Limited Partner Regulatory Problem under Section 7.7 of the Partnership Agreement, or (ii) a General Excused Investment under Section 7.14 of the Partnership Agreement, in either case if the Subscriber at any time fails to qualify for an exclusion, an exemption and/or other relief under the Xxxxxxx Rule.


More Definitions of Limited Partner Regulatory Problem

Limited Partner Regulatory Problem means that with respect to any Limited Partner, such Limited Partner would be in material violation of applicable law if such Limited Partner were to continue as a Limited Partner of the Partnership (including, with respect to any Benefit Plan Investor, if the Partnership’s assets are deemed to include Plan Assets of such Limited Partner).
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Related to Limited Partner Regulatory Problem

  • Regulatory Problem means any set of facts or circumstance wherein it has been asserted by any governmental regulatory agency (or a Regulated Stockholder reasonably believes that there is a risk of such assertion) that such Regulated Stockholder is not entitled to acquire, own, hold or control, or exercise any significant right (including the right to vote) with respect to, any Equity Securities of the Company or any subsidiary of the Company.

  • Limited Partners means all such Persons.

  • JCC has the meaning set forth in Section 3.1.

  • Regulatory Floodway means the channel of a river or other watercourse and the adjacent land areas that must be reserved in order to discharge the base flood without cumulatively increasing the water surface elevation more than a designated height.

  • JDC has the meaning set forth in Section 3.2.

  • Joint Commercialization Committee or “JCC” has the meaning set forth in Section 3.4 (Joint Commercialization Committee).

  • JSC has the meaning set forth in Section 3.1.

  • Substituted Limited Partner means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4.

  • Regulatory Oversight Committee means the committee of the Board constituted in accordance with Rule 204.

  • Project Steering Committee or “PSC” means the committee referred to in Section I.B of Schedule 2 to this Agreement;

  • General Partner Loan has the meaning provided in Section 5.2(c) hereof.

  • JRC has the meaning set forth in Section 2.2.

  • Co-licensed partner means a person who, with at least one other person, has the right to engage in

  • General Partner means the Company or its successors as general partner of the Partnership.

  • Public Procurement Regulatory Authority (PPRA) means the Government Agency responsible for oversight of public procurement.

  • Public-private partnership agreement means an agreement

  • Joint Steering Committee or “JSC” has the meaning set forth in Section 3.1.

  • Development Committee has the meaning set forth in Article 3 of the Amended and Restated Research and Development Agreement.

  • Regulatory Filing means any filing with any Governmental Authority with respect to the research, development, manufacture, distribution, pricing, reimbursement, marketing or sale of a Product.

  • Planned unit development means a subdivision characterized by a unified site design, clustered residential units and/or commercial units, and areas of common open space.

  • Interconnection Studies means the Interconnection Feasibility Study, the System Impact Study, and the Facilities Study described in Tariff, Part IV and Tariff, Part VI.

  • Managing Member means CEF Equipment Holding, L.L.C., a Delaware limited liability company or any successor Managing Member under the Issuer Limited Liability Company Agreement.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Limited Partner means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

  • Public-private partnership means an arrangement or agreement, occurring on or after January 1, 2017, between a procurement unit and one or more contractors to provide for a public need through the development or operation of a project in which the contractor or

  • Managing General Partner means the managing general partner of the Merging Entity where such Merging Entity is a limited partnership.